Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Spectrum Equity VII, L.P.

2. Issuer Name and Ticker or Trading Symbol
GoodRx Holdings, Inc. [GDRX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

140 NEW MONTGOMERY STREET, 20TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2024

(Street)

SAN FRANCISCO, CA 94105

4. If Amendment, Date Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/29/2024		C⁽¹⁾		3,989,323	A	⁽¹⁾	3,989,323	I	By Spectrum Equity VII, L.P. ⁽²⁾
Class A Common Stock	08/29/2024		C⁽¹⁾		6,828	A	⁽¹⁾	6,828	I	By Spectrum VII Investment Managers' Fund, L.P. ⁽²⁾
Class A Common Stock	08/29/2024		C⁽¹⁾		3,849	A	⁽¹⁾	3,849	I	By Spectrum VII Co-Investment Fund L.P. ⁽²⁾
Class A Common Stock	08/29/2024		J⁽³⁾		3,989,323	D	$ 0	0	I	By Spectrum Equity VII, L.P. ⁽²⁾
Class A Common Stock	09/03/2024		S		6,828	D	$ 7.8601 ⁽⁴⁾	0	I	By Spectrum VII Investment Managers' Fund, L.P. ⁽²⁾
Class A Common Stock	09/03/2024		S		3,849	D	$ 7.8601 ⁽⁴⁾	0	I	By Spectrum VII Co-Investment Fund L.P. ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

⁽¹⁾

08/29/2024

C⁽¹⁾

3,989,323

⁽¹⁾

Class A Common Stock

3,989,323

⁽¹⁾

25,835,983

By Spectrum Equity VII, L.P. ⁽²⁾

Class B Common Stock

⁽¹⁾

08/29/2024

C⁽¹⁾

6,828

⁽¹⁾

Class A Common Stock

6,828

⁽¹⁾

44,223

By Spectrum VII Investment Managers' Fund, L.P. ⁽²⁾

Class B Common Stock

⁽¹⁾

08/29/2024

C⁽¹⁾

3,849

⁽¹⁾

Class A Common Stock

3,849

⁽¹⁾

24,927

By Spectrum VII Co-Investment Fund L.P. ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Spectrum Equity VII, L.P. 140 NEW MONTGOMERY STREET, 20TH FLOOR SAN FRANCISCO, CA 94105		X
Spectrum VII Investment Managers' Fund, L.P. 140 NEW MONTGOMERY STREET, 20TH FLOOR SAN FRANCISCO, CA 94105		X
Spectrum VII Co-Investment Fund, L.P. 140 NEW MONTGOMERY STREET, 20TH FLOOR SAN FRANCISCO, CA 94105		X
Spectrum Equity Associates VII, L.P. 140 NEW MONTGOMERY STREET, 20TH FLOOR SAN FRANCISCO, CA 94105		X
SEA VII Management, LLC 140 NEW MONTGOMERY STREET, 20TH FLOOR SAN FRANCISCO, CA 94105		X

Signatures

Spectrum Equity VII, L.P., By: Spectrum Equity Associates VII, L.P., its general partner, By: SEA VII Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer		09/03/2024
^**Signature of Reporting Person		Date
Spectrum VII Investment Managers' Fund, L.P., By: SEA VII Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Title: Chief Administrative Officer & Chief Compliance Officer		09/03/2024
^**Signature of Reporting Person		Date
Spectrum VII Co-Investment Fund, L.P., By: SEA VII Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Title: Chief Administrative Officer & Chief Compliance Officer		09/03/2024
^**Signature of Reporting Person		Date
Spectrum Equity Associates VII, L.P., By: SEA VII Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Title: Chief Administrative Officer & Chief Compliance Officer		09/03/2024
^**Signature of Reporting Person		Date
SEA VII Management, LLC, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Title: Chief Administrative Officer & Chief Compliance Officer		09/03/2024
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents the conversion of the Issuer's Class B Common Stock ("Class B Shares") into shares of the Issuer's Class A Common Stock (the "Class A Shares") on a one-for-one basis.
(2)	The general partner of Spectrum Equity VII, L.P. ("SE VII") is Spectrum Equity Associates VII, L.P. ("Spectrum Equity Associates"). The general partner of each of Spectrum VII Investment Managers' Fund, L.P. ("Spectrum VII Investment Managers' Fund"), Spectrum VII Co-Investment Fund L.P. ("Spectrum VII Co-Investment Fund") , and Spectrum Equity Associates is SEA VII Management, LLC ("Management LLC"). Brion B. Applegate, Christopher T. Mitchell, Victor E. Parker, Jr., Benjamin C. Spero, Ronan Cunningham, Stephen M. LeSieur, Brian Regan and Michael W. Farrell may be deemed to share voting and dispositive power over the securities held by SE VII, Spectrum VII Investment Managers' Fund and Spectrum VII Co-Investment Fund. Each of these individuals disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest, if any.
(3)	Spectrum Equity VII, L.P. made a pro rata distribution of 3,989,323 shares of Class A Shares to its general partner and limited partners for no consideration on August 29, 2024.
(4)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.850 to $7.865 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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